Rimini Street, Inc. 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed on March 3, 2026, by Rimini Street, Inc. (RMNI), a Delaware corporation. The report discloses the approval and grant of the 2026 Long-Term Incentive Plan (LTI Plan) effective March 2, 2026, under the Company's 2013 Equity Incentive Plan.
Key Financial Metrics and Compensation Details
The filing does not report revenue, profit, cash flow, margins, debt, or liquidity metrics. It focuses exclusively on executive compensation awards granted on the Date of Grant (March 2, 2026), based on a closing stock price of $3.72.
| Executive Officer | Title | Targeted Grant Value | PSUs | RSUs | Stock Options |
|---|---|---|---|---|---|
| Seth A. Ravin | CEO & Chairman | $2,640,000 | 354,838 | 212,903 | 221,028 |
| Michael L. Perica | CFO | $1,000,000 | 107,526 | 107,526 | 83,723 |
| Steven Hershkowitz | CRO | $300,000 | 32,258 | 32,258 | 25,116 |
| Kevin Maddock | Chief Recurring Revenue Officer | $300,000 | 32,258 | 32,258 | 25,116 |
| David Rowe | CMO | $300,000 | 32,258 | 32,258 | 25,116 |
Material Changes and Plan Structure
The 2026 LTI Plan introduces specific performance metrics for Performance Units (PSUs) not detailed in prior filings within this document. The allocation mix differs for the CEO versus other Named Executive Officers (NEOs):
- CEO (Seth Ravin): 50% PSUs, 30% RSUs, 20% Stock Options.
- Other NEOs: 40% PSUs, 40% RSUs, 20% Stock Options.
PSUs are tied to a one-year performance period (Jan 1, 2026 – Dec 31, 2026) with 50% of the award based on Adjusted EBITDA and 50% on Total Revenue. Vesting ranges from 0% to 200% of target. RSUs and Stock Options vest in three equal annual installments.
Guidance, Risks, and Unusual Items
The filing contains no forward-looking financial guidance, management commentary on operations, or discussion of general business risks. Specific contingencies relate to the vesting of awards:
- CEO Acceleration: Mr. Ravin's PSUs are subject to accelerated vesting provisions in his employment agreement upon cessation of service.
- Change of Control: Other NEOs have accelerated vesting provisions if terminated without "cause" or resign for "good reason" within 24 months of a change of control.
- Option Type: Mr. Ravin received non-qualified Stock Options due to beneficial ownership exceeding 10%; other officers received Incentive Stock Options.
Investor Verification Checklist
- Verify the specific target goals for Adjusted EBITDA and Total Revenue for the 2026 performance period, as these are not disclosed in this filing.
- Review the definition of "Adjusted EBITDA" referenced in the Company's fiscal year 2025 earnings press release (Exhibit 99.1 to the Feb 19, 2026 8-K).
- Confirm the total number of shares available under the 2013 Equity Incentive Plan to assess remaining capacity for future grants.
- Monitor the Company's stock price relative to the $3.72 exercise price for the newly granted Stock Options.